1. Emílio Humberto Carazzai Sobrinho<br />Address<br />Rua Jesuíno Arruda 131 – Ap. 14B<br />Itaim Bibi<br />04532-080 São Paulo SP<br />Brazil<br />Tel +55-11-3253-4957<br />Cel +55-11-9967-1256<br />Skills<br />Board-membership proficiency; certified by the IBGC–Brazilian Institute of Corporate Governance<br />Stakeholders’ communication <br />Corporate recovery <br />Corporate planning, financial & performance management<br />Team building & management in multi-cultural environment<br />M&A projects; equity transactions & economic valuation; execution <br />Post-Merging Implementation<br />Capital & financial markets relationship<br />Professional History<br />Current & Recent<br />Roland Berger, consulting firm, senior advisor at the LA Advisory Board<br />HabitaSec – Securitizadora de Créditos Imobiliários, senior partner<br />Quadrivium, corporate consulting firm, owner <br />Independent board member to D.Center (distribution, logistics and drugstores network), São Paulo<br />Permanent Member of NAT – High Studies Nucleus of SECOVI (Syndicate of Housing), São Paulo <br />Medial Saúde (health management organization), CEO, São Paulo, 2008 – 2009 <br />Banco Pine (mid-sized, listed bank), COO, CEO and board member, São Paulo, 2006 - 2008<br />Recent relevant professional activities<br />Member of the Independent Committee set up according to the Guideline (Parecer de Orientação) 35/CVM for the valuation of Bertin S.A. in the merging with JBS – Friboi, 2009/10<br />Member of the Independent Committee set up according to the Guideline 35/CVM for the valuation of Açúcar Guarani S.A. in the merging with Tereos Europe, 2010<br />Previous<br />Booz, Allen & Hamilton (consulting firm) Senior Executive Advisor, São Paulo, 2005 - 2006<br />Abril Group (media conglomerate), Finance & Controller VP (CFO), São Paulo, 2002 - 2005<br />Caixa Econômica Federal (federal-owned bank), President (CEO) & Vice-Chairman of the Board, Brasília, 1999 – 2002<br />Bompreço Group (supermarket chain, currently owned by Wal-Mart), Planning Managing Director of the holding company BompreçoPar S/A, Recife, 1997 - 1999<br />Booz-Allen & Hamilton, independent consultant, São Paulo, 1994 - 1997<br />Ministry of Finance (Minister Paulo Haddad), deputy minister, Brasília, 1993<br />Ministry of Finance (Minister Gustavo Krause), International Affairs Secretary, Brasília, 1992<br />Banco Banorte (private owned bank, acquired by Banco Bandeirantes), Technology Information, Planning & Marketing Managing Director, Recife 1985 -1988, 1990 – 1991<br />Banco Banorte, Credit Managing Director, 1983 – 1985, Recife<br />Ministry of Agriculture, deputy-general secretary, (Minister Amaury Stabile), Brasília, 1981 - 1982<br />Secretary of Agriculture, State Government of Pernambuco (Governor Marco Maciel & Minister Delfim Netto), Recife, 1980 - 1981<br />CONDEPE–Development Institute of Pernambuco (Secretary of Planning of the State of Pernambuco), Superintendent, Recife, 1976 - 1979<br />FIAM–Foundation Institute of Municipal Management (Secretary of Planning of the State of Pernambuco State), General Executive Director, Recife, 1976<br />AcquaPlan (environmental, water & sewage engineering consulting firm), Department of Operational Research, trainee, employee and department head, Recife, 1973 - 1976<br />Boards <br />Independent member of the Board of Directors, Klabin Segall (real estate company)<br />Member of the Consultative Board, FEBRABAN—Federation of Brazilian Banks<br />Vice-Chairman, Caixa Econômica Federal<br />Chairman, CAIXA Insurance Company (and subsidiaries)<br />Member of Mastercard Latin America & Caribbean Board of Directors (USA)<br />Vice-President, Executive Board, ABDE—Brazilian Association of Development Financial Institutions<br />Member, Curator Counsel, FGTS, Ministry of Labor <br />Member, Curator Counsel, FCVS, Ministry of Finance<br />Member, Deliberative Counsel, FEBRABAN—Brazilian Banks Federation<br />Chairman, Board of Directors, CIBRASEC—Brazilian Company of Securitization <br />Member, Board of Directors, CHESF—São Francisco Valley Hidro Electric Company<br />Member, Board of Directors, Bompreço S.A. Supermercados do Nordeste, (shared-owned by BompreçoPar and the Dutch company Royal Ahold)<br />Member, COMIF—Executive Committee of Financial Institutions, supervised by the Ministry of Finance<br />Member, Deliberative Counsel, SUDENE—Superintendence of Development for the Northeast, Federal Government<br />Member of the Board, TECBAN—Tecnologia Bancária (Banco 24 horas), owned by banks, implements, operates and explores an electronic network to process real-time financial transactions<br />Member of the Board of Administration, BANDEPE – Banco do Estado de Pernambuco S.A. <br />Professional achievements <br />Medial Saúde S.A. <br />Developing of the annual business plan and multi-year projection in a new business model; organizational restructuring; after-merging stabilization of the basic business processes; PMO setting-up to run a full-fledged restructuring program<br />Banco Pine S.A. <br />Bank shares listing in the Stock Exchange, leading the IPO process; (recognizably, 2007 was the best year throughout the bank’s history); introduction of modern planning and controlling tools (as the computerized economic-operational model for simulation, performance measurement, projections and scenario building); coordination of the Board of Directors setting up; the equity leveraging has tripled the capital base, and doubled the profits comparatively to the year before the IPO<br /> <br />Abril Group<br />Financial restructuring and turnaround; implementation of computer systems for treasury (XRT), controlling (Oracle Financial Analyzer), planning (MEO-Operational Economic Model) and budgeting (Radar); design and set-up of the Finance Workshop for staff continuous training <br />Caixa Econômica Federal <br />Major equity-shareholding restructuring; implementation of a nationwide digital electronic network for public-policies granting distribution; deployment of a nation-wide satellite digital network for financial transactions; setting-up of an electronic-banking correspondents network; development and rolling-out of an electronic auction process for the mortgage-derivative securities transactions; development and installation of a corporate university in the intranet for permanent education of employees; equity-controlling transfer of the Caixa Insurance company to strategic investor; insurance and security products distribution restructuring <br />Bompreço S.A. <br />Equity-shareholding restructuring with transfer of a major participation to Royal Ahold; equity initial public offering; subsidiary offering and sell-out; and introduction of a new process for subsidiaries supervising and controlling<br />Booz, Allen & Hamilton <br />Commercial strategy revision for a wheat flour mill; long-term consulting job for corporate strategic revision to Bompreço Supermarkets and HiperCard (private label credit card); strategic & structure reorganization of the Department for Commercial Promotion for the Ministry of Foreign Affairs<br />Banco Banorte S.A. <br />Reorganization of the rural credit department; introduction of a new system and methodology of corporate planning; development of new products and services<br />Secretary of Agriculture of the State Government of Pernambuco<br />Organizational restructuring; economic recovery of supervised commercial corporations; introduction of new economic activities (wine, shrimps, rubber-tree cultivation, and sorghum; major investments in infrastructure projects)<br />Condepe<br />Organizational restructuring; investment opportunities projects; ecological and cultural impact analysis for the Industrial Harbor Complex of Suape; state development annual plans; multi-year state investment plans; state government budgets; management of the public policy for economic incentives <br />FIAM<br />Mission and organization restructuring; sea-shore tourist development plan; urban social centers construction program; setting-up of the center for municipal history recollection <br />AcquaPlan <br />Member of multi-disciplinary teams for micro-regional development plans elaboration; for the introduction of research operation methods to water & sewage companies’ projects; and for the Terms of Reference for the Metropolitan Area of Recife Environmental Plan<br />Education<br />Master’s, M. Phil. in Business Administration, Banking Department, Manchester Business School, Manchester University, England, 1990, with approved thesis: “The Internationalisation Of The Financial Market And Its Impact On Direct And Indirect Investment To Brazil” <http://catalogue.library.manchester.ac.uk/items?query=The+Internationalisation+Of+The+Financial+Market+And+Its+Impact+On+Direct+And+Indirect+Investment+To+Brazil+&searchButton=Search><br />Law, Federal University of Paraná & Federal University of Pernambuco, 1972<br />Complemmentary education<br />Short-span courses<br />Managers and Directors Responsibilities; Corporative Governance’ Best Practices Implementation; Tax Planning; NACD/IBGC One-Day Director Education Program; Board Case – Board of Administration – A Real Case; Advanced Course for Board Members; Corporate Risks Management; Strategy and Governance: The Manager’s Role; Instrumentos Financeiros e Derivativos (IBGC – Brazilian Institute of Corporate Governance, São Paulo)<br />Banking Management (Institute of Canadian Bankers), São Paulo<br />Corporate Recovery (Lafferty), São Paulo<br />Corporate Finance, New York University, Stern Business School, New York <br />Visitor short stints<br />Bank of America, São Francisco, 1983<br />Crédit Agricole, Paris, 1984<br />National Westminster Bank, Londres, 1990<br />Extracurricular courses (attendee)<br />General Systems Theory, Federal University of Pernambuco<br />Linear Programming, Catholic University of Pernambuco<br />Stochastic Programming, Catholic University of Pernambuco<br />Graphs Theory, Federal University of Pernambuco<br />Accountancy, Manchester Business School<br />Econometric Statistics, Manchester Business School<br />Languages<br />English, professional knowledge<br />French, Italian and Spanish, fluent reading and basic understanding<br />Activities abroad<br />Chile, 1978. ECLAP/UN, brief stint, to assess and discuss the development plan of Pernambuco State. Sponsored by the Government of Pernambuco<br />Espanha, Israel, India, Malaysia, USA (Hawaii), Costa Rica and Colombia, 1982. Two-month observation trip, to visit tropical agriculture researches and experiences. Sponsored by EMBRAPA–Brazilian Company for Agriculture Research, Federal Government, funded by the Education Fund, UN <br />Mozambique, 1983. Cooperation mission, banking expert. Sponsored by the Mozambican Government<br />USA, 1983. Brief stint in Bank of America, to observe rural credit in California. Sponsored by Banorte Bank<br />Belgium and France, 1984. To contact European Community representatives and brief stint in Caisse Nationale du Crédit Agricole (Paris). Sponsored by Bank Banorte<br />Spain, 1988. To represent Bank Banorte in the Citicorp’s Golden Circle. Sponsored by Citicorp<br />UK, 1988-90. Graduation (BA Master’s), scholarship by CAPES/Ministry of Education, Federal Government<br />UK (London), 1983. To represent the Ministry of Finance as key-speaker in financial seminar. Sponsored by British financial asset management firm<br />Italy, 1995. To assess and discuss investment projects in Brazil. Sponsored by investors<br />USA and Europe, 1996. Bompreço S.A.’s IPO road-show<br />Argentina, Belgium and Italy, 1997. As Booz-Allen & Hamilton consultant, to interview key Brazilian ambassadors for the Commercial Promotion Department of the Ministry of Foreign Affaires<br />France, 2001. To contact several French governmental urban development institutions. Sponsored by the French Government<br />Spain, 2002. By invitation of MasterCard, to present the Brazilian experience by Caixa Econômica Federal in the usage of magnetic cards for public policies distribution <br />USA and Europe, 2007. Banco Pine’s IPO road-show<br />Awards <br />Medal of the Rio Branco Order, grade of Comendador, by the President of Republic, Fernando Henrique Cardoso, 1999 <br />Medal of the Supplementary Staff of Naval Merit Order, grade of Comendador, by the President of Republic, Fernando Henrique Cardoso, 2001 <br />Medal of Merit Order of Bahia State, grade of Great Officer, by Governor of Bahia State, César Borges, 2000 <br />Medalha of Merit by the Municipal Chamber of Campo Grande, MS, 2000 <br />Oficial Medal of Arts and Letters, French Government, by Ambassador Alain Rouquié, 2001<br />Medal of Labor Merit, grade of Great Officer, by the President of Republic, Fernando Henrique Cardoso, 2002 <br />State Citizenship Title, Representative Assembly of Pernambuco State, 2002<br />Personal status<br />Brazilian, 62, married, lives in São Paulo with wife, Claudia. Wife is physician, and keeps her own private clinic. The couple shares hobbies of mountain trekking, outdoor activities, biking and running. <br />